UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK  ONE)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  SEPTEMBER  30,  2003.

OR

[  ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  FOR  THE  TRANSITION  PERIOD  FROM  _____  TO  _____.

                        COMMISSION FILE NUMBER: 333-30914

                             XTREME COMPANIES, INC.
        (Exact name of small business issuer as specified in its charter)

                Nevada                                         88-0394012
      (State or other jurisdiction of                       (IRS Employer
     incorporation or organization)                      Identification No.)

                             9116 Covered Wagon Dr.
         Las Vegas, Nevada                                         89117
      (Address of principal executive offices)                  (Zip Code)

                                 XTREME WEBWORKS
              (Former name, former address and former fiscal year,
                         if changed since last report.)

Indicate by check mark whether the registrant: 1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  past 12 months (or for such shorter period that the registrant was required
to  file  such reports), and 2) has been subject to such filing requirements for
the  past  90  days.  YES  [X]  NO  [  ]

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:

At  September  30,  2003,  there were 8,356,535 shares issued and outstanding of
the  Registrant's  Common  Stock,  $.001  par  value.

Transitional  Small  Business  Disclosure  Format  (check  one): YES [ ]  NO [X]


                                TABLE OF CONTENTS



                                                       Page
                                                       ----

Balance  Sheets                                           1

Statements  of  Operations                                2

Statements  of  Cash  Flows                               3

Footnotes                                                 4

PART  I-     FINANCIAL  INFORMATION

<TABLE>
<CAPTION>


                                       XTREME COMPANIES, INC.
                                            BALANCE SHEET
                                             (UNAUDITED)


<S>                                             <C>
ASSETS

Current assets:
  Cash and equivalents . . . . . . . . . . . .  $        213
  Receivable from related parties. . . . . . .             -
                                                -------------
                                                         213
                                                -------------

Fixed assets, net. . . . . . . . . . . . . . .             -

Licensed technology. . . . . . . . . . . . . .        30,000
                                                -------------

                                                $     30,213
                                                =============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Due to related parties . . . . . . . . . . .  $    525,200
  Notes payable. . . . . . . . . . . . . . . .             -
  Accounts payable . . . . . . . . . . . . . .       176,643
  Payroll tax liabilities. . . . . . . . . . .       132,075
                                                -------------
                                                     833,918

Stockholders' equity:

  Common stock, $0.001 par value, 100,000,000
    shares authorized,  8,356,535
    shares issued and outstanding. . . . . . .         8,357
  Additional paid-in capital . . . . . . . . .    15,272,300
  Deferred compensation. . . . . . . . . . . .      (120,000)
  Retained (deficit) . . . . . . . . . . . . .   (15,964,362)
                                                -------------
                                                    (803,705)
                                                -------------

                                                $     30,213
                                                =============
</TABLE>
See Notes to Financial Statements

<TABLE>
<CAPTION>




                                                   XTREME COMPANIES, INC.
                                                  STATEMENTS OF OPERATIONS
                                                        (UNAUDITED)
<S>                                              <C>                 <C>              <C>              <C>
                                                    For Nine Months Ended                  For Three Months Ended
                                                       September 30,     September 30,    September 30,    September 30,
                                                           2003                2002             2003             2002
                                                 --------------------  ---------------  ---------------  ---------------


Revenue . . . . . . . . . . . . . . . . . . . .  $               -   $      158,327   $            -   $       28,503
Cost of revenues. . . . . . . . . . . . . . . .                  -          104,260                -            7,037
                                                 ------------------  ---------------  ---------------  ---------------
                                                                 -           54,067                -           21,466
Expenses
  General and administrative expenses . . . . .             39,308                -           15,155                -
  Payroll and related expenses. . . . . . . . .                  -           41,295                -            5,339
  Professional fees . . . . . . . . . . . . . .             55,151                -            9,271                -
  Consulting fees . . . . . . . . . . . . . . .            203,750           47,695          111,875            3,310
  Other operating expenses. . . . . . . . . . .                  -          105,126                -              945
  Depreciation. . . . . . . . . . . . . . . . .             12,418            4,947                -            1,649
                                                 ------------------  ---------------  ---------------  ---------------
  Total expenses. . . . . . . . . . . . . . . .            310,627          199,063          136,301           11,243
                                                 ------------------  ---------------  ---------------  ---------------

Net operating (loss). . . . . . . . . . . . . .           (310,627)        (144,996)        (136,301)          10,223

Other income (expense)
  Interest income . . . . . . . . . . . . . . .             15,657            2,247                -                -
  Interest expense. . . . . . . . . . . . . . .                  -           (7,494)               -           (2,498)
                                                 ------------------  ---------------  ---------------  ---------------
                                                            15,657           (5,247)               -           (2,498)

Loss from discontinued operation. . . . . . . .                462                -              462                -

Net (loss). . . . . . . . . . . . . . . . . . .  $        (295,432)  $     (150,243)  $     (136,763)  $        7,725
                                                 ==================  ===============  ===============  ===============

Stockholders' Equity:
Weighted average number of common
  shares outstanding - basic and fully diluted.          1,235,656          309,701        2,997,816          309,701
                                                 ==================  ===============  ===============  ===============

Net (loss) per share - basic and fully diluted.  $              (0)  $           (0)  $           (0)  $            0
                                                 ==================  ===============  ===============  ===============
</TABLE>
See Notes to Financial Statements


<TABLE>
<CAPTION>

                                              XTREME COMPANIES, INC.
                                             STATEMENTS OF CASH FLOWS
                                                   (UNAUDITED)


<S>                                               <C>                 <C>
                                                     For the Nine Months Ended
                                                  ----------------------------------
                                                  September 30         September 30
                                                       2003                2002
                                                  ------------------  --------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss) . . . . . . . . . . . . . . . . . .  $        (295,432)  $    (150,243)
  Depreciation expense . . . . . . . . . . . . .             12,418           4,947
  Allowance for doubtful accounts. . . . . . . .              4,067               -
  Adjustments to reconcile net (loss)
  to cash (used) by operating activities:
    Decrease in accounts receivable. . . . . . .             74,753          (3,790)
    Increase in receivable from related parties.                  -          (1,647)
    (Increase) decease in prepaid assets . . . .                  -          (6,070)
    (Decrease) in accounts payable . . . . . . .           (454,586)         45,925
    Increase in accrued liabilities. . . . . . .             10,019          17,385
                                                  ------------------  --------------
Net cash (used) by operating activities. . . . .           (648,761)        (93,493)
                                                  ------------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Net borrowing related parties. . . . . . . . .            320,415         101,740
  Payments to notes payable. . . . . . . . . . .            (58,606)              -
                                                  ------------------  --------------
Net cash (used) by investing activities. . . . .            261,809         101,740
                                                  ------------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Stock cancelled for outstanding loans. . . . .            (90,410)              -
  Stock issuance for debt conversion . . . . . .            477,202               -
                                                  ------------------  --------------
                                                            386,792               -

Net increase in cash . . . . . . . . . . . . . .               (160)          8,247
Cash and equivalents - beginning . . . . . . . .                373          14,996
                                                  ------------------  --------------
Cash and equivalents - ending. . . . . . . . . .  $             213   $      23,243
                                                  ==================  ==============

Net (loss) - basic and fully diluted
  Interest paid. . . . . . . . . . . . . . . . .  $               -   $           -
                                                  ==================  ==============
  Income taxes paid. . . . . . . . . . . . . . .  $               -   $           -
                                                  ==================  ==============
</TABLE>
See Notes to Financial Statements

                             XTREME COMPANIES, INC.
                          NOTES TO FINANCIAL STATEMENT
                               September 30, 2003
                                  (UNAUDITED)

NOTE  1  -  BASIS  OF  PRESENTATION

The  consolidated  interim  financial  statements  included herein, presented in
accordance  with  United  States  generally  accepted  accounting principles and
stated in US dollars, have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
information  and  footnote disclosures normally included in financial statements
prepared  in  accordance with generally accepted accounting principles have been
condensed  or  omitted  pursuant  to  such  rules  and regulations, although the
Company  believes  that  the  disclosures  are  adequate to make the information
presented  not  misleading.

These  statements  reflect  all  adjustments,  consisting  of  normal  recurring
adjustments,  which,  in  the  opinion  of  management,  are  necessary for fair
presentation  of  the information contained therein.  It is suggested that these
consolidated  interim  financial  statements  be  read  in  conjunction with the
financial  statements  of  the  Company for the year ended December 31, 2002 and
notes  thereto  included  in  the  Company's  10-KSB annual report.  The Company
follows  the  same  accounting  policies  in the preparation of interim reports.

Results  of  operations  for  the  interim  periods are not indicative of annual
results.

NOTE  2  -  GOING  CONCERN

These  consolidated  financial  statements have been prepared in accordance with
generally  accepted  accounting  principles applicable to a going concern, which
contemplates  the  realization of assets and the satisfaction of liabilities and
commitments  in  the  normal  course  of business. As at September 30, 2003, the
Company  has not recognized revenue to date and has accumulated operating losses
of  approximately $15,964,362 since inception. The Company's ability to continue
as  a  going  concern is contingent upon the successful completion of additional
financing  arrangements  and  its  ability  to  achieve  and maintain profitable
operations.  Management  plans  to raise equity capital to finance the operating
and capital requirements of the Company.  Amounts raised will be used to further
development  of  the  Company's products, to provide financing for marketing and
promotion,  to  secure  additional property and equipment, and for other working
capital  purposes.  While  the  Company is expending its best efforts to achieve
the  above  plans,  there  is  no assurance that any such activity will generate
funds that will be available for operations.  These conditions raise substantial
doubt  about  the  Company's  ability  to  continue  as  a going concern.  These
financial  statements  do not include any adjustments that might arise from this
uncertainty.

NOTE  3  -  LOSS  FROM  DISCONTINUED  OPERATION

In  July  2003,  the  Company  discontinued  the  operation  of  its  100% owned
subsidiaries Waste Renewal Systems, Inc. and Nuclear Reduction Systems, Inc. due
to the failure of negotiation in the satisfactory terms for the extension of the
license  agreements.  Accordingly,  the  Company  has  elected  to  report  the
discontinued  operation  under  SFAS  144  by recognizing loss from discontinued
operation  of  $252  and $182 from each subsidiary, respectively, for the period
ended  September  30,  2003.  The liabilities from these two subsidiaries remain
with  the  Company  as  of  September  30,  2003.

NOTE  4  -  SHAREHOLDERS'  EQUITY

In  September  2003,  the Company executed a reverse stock split in the ratio of
100  to  1.  In this transaction, the shareholder receives 1 share for every 100
shares  of  the  Company's  existing shares. With the rounding effect, the total
number  of  shares  outstanding  after  the  reverse  split  was  356,535.

In  September  2003,  the Company amended the article to increase the authorized
capital  shares  from  50,000,000  shares  to 100,000,000 shares with par $.001.

In  September  2003,  the  Company  issued  a  total  number of 8,000,000 shares
pursuant  to  three  consulting  agreements.  According  to  the agreements, the
consultants  are  engaged  to  assist  the  Company  with its capitalization and
restructuring,  and  its  business  development  by  seeking  potential business
partners,  candidates  for  joint  ventures,  mergers  and  acquisitions.  These
services  were  commenced  in  November  2003  for  a  term  of 24 months. As of
September  30, 2003, the Company recorded deferred compensation in the amount of
$120,000  for  the  fair  market  value  of  the  shares  issued.

NOTE  5  -  RELATED  PARTY  TRANSACTIONS

During  the six months period ended June 30, 2003, the Company received services
from  various  related  parties  at  a  value  of  $201,181.

In  April  2003,  two  of  the Company's shareholders returned 361,640 shares of
their  144  restricted  shares  in  cancellation  of  the  outstanding loans and
interest  due  to the company in the amount of $90,410. The Company subsequently
cancelled  the  stock.

In April 2003, the Company issued 1,062,500 and 130,305 shares of restricted 144
stock  to  two separate related parties in the amount of $425,080 and $52,122 in
exchange  of  the  cancellation  of  debt.

During  the  period  ended  September  30, 2003, the Company recorded consulting
expense  in  the  amount of $111,875 for the consulting services provided by the
related  party  Shogun  Investment  Group.

NOTE  6  -  SUBSEQUENT  EVENT

On  October 1, 2003, the Company signed the Agreement and Plan of Reorganization
("Agreement")  with  Rockwell  Power  Systems,  Inc.  ("Rockwell").  Under  this
agreement,  the  current shareholders of the Company shall retain 356,535 shares
of  common stock after giving effect to the reverse stock split. Shareholders of
Rockwell  shall receive 60,000,000 of the shares of common stock of the Company.
After  the  merger,  Rockwell  shall  own 99.9% of the outstanding shares of the
Company.

According  to the agreement, Rockwell agreed to assume the Company's outstanding
tax  liability  in  the  amount  of  $132,075 according to the terms of the plan
proposed  by  the  Internal  Revenue  Service  which  includes a down payment of
$10,000  to  be  paid  on  October  2,  2003  and  for a monthly payment for the
outstanding balance and interest thereto to be made for 36 months. Rockwell will
only  assume  this  liability  upon  the  successful consummation of the merger.

According  to  this  agreement,  Shogun  Investment  Group,  one  of  the  major
shareholders  of  the  Company  shall  retain  50,000 free trading shares of its
common  stock,  in  addition to 1.5% of the total outstanding shares (or 150,000
shares,  whichever is greater) of the Company's common stock after giving effect
to  the reverse stock split. Shogun shall receive $25,000 in cash on the date of
the  closing  and  $25,000  upon  acceptance of a payment plan with the Internal
Revenue  Service  for  the  outstanding  tax  liability.

According  to  the  agreement,  the Company shall issue 150,000 shares of common
stock  in  redemption  of outstanding loans from current related parties for the
amount  of  $318,981.

According  to  the  agreement,  the  Company  shall  pay $18,500 in cash for the
redemption of outstanding loans and various notes payables for a total amount of
$36,394.

In  October  2003,  the  Company entered into two consulting agreements with two
individuals  for management, strategic planning and marketing services. Pursuant
to  these  agreements,  each  consultant  shall  receive  25,000  shares  of the
Company's  common  stock  in  exchange for the service commencing on October 28,
2003  to  April  28,  2004.


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS

GENERAL  OVERVIEW

The  Company's  key  focuses and endeavor at the current time is to complete the
merger  and  reorganization  with Rockwell Power Systems, Inc. ("Rockwell"). The
merger  should  bring  new  revenues  into  the  company  from their specialized
technology.  Management  feels that with this merger and with Rockwell's monthly
revenues  it  will  strengthen  the  Companies  current  financial condition and
improve  and  increase  revenues  for  the  Company.

RESULTS  OF  OPERATIONS

NINE  MONTHS  ENDED  SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDING SEPTEMBER
30,  2002.

REVENUES.  For  the  nine  months ended September 30, 2003, revenues were $ 0, a
decrease  of  approximately  $158,327  or 100%, versus revenues of approximately
$158,327 for the nine months ended September 30, 2002.  The decrease in revenues
for  the 2003 period was due primarily to  1) the shift in the companies overall
direction of products and services, 2)the Company discontinued its operations of
Xtreme  Webworks  due to the downturn in the economy 3) the Company discontinued
its  operations  of  Waste Renewal Systems due to a lack of sales of a Municipal
Solid  Waste  System  and  the  related  technology,  and  3)  the  Company also
discontinued  its operations of Nuclear Reduction Systems due to a lack of sales
of  a  system  and  the  related  technology.

COST OF REVENUES.  Cost of revenues for the nine months ended September 30, 2003
decreased  by  $104,260  or  100%,  from  the  year ended September 30, 2002 due
primarily  to  the  decrease in revenues and the development of new products and
services  during  the  first  and  second  quarters  of  2003.

GROSS PROFIT.  Gross profits for the six months ended September 30, 2003 were $0
versus  $54,067  in  the  nine  months  ended  September 30, 2002.  This was due
primarily  to  the  discontinuation  of  Xtreme  Webworks  operations  and  the
development  of  new  products  and  services during the three quarters of 2003.

OPERATING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES.  Operating,  general  and
administrative  expenses  increased  to  approximately  $310,624  an increase of
$111,564  or  56%  for  the  nine months ended September 30, 2003 as compared to
approximately  $199,063  for  the  nine  months  ended  September 30, 2002.  The
increase  in  operating  expenses  for  the nine months ended September 30, 2003
occurred  primarily  due  to  1)  use  of Consulting Services to obtain a merger
partner  and  to  the  shift  in the companies overall direction of products and
services.

NET  PROFIT  (LOSS).  Net  loss  for  the  nine  months ended September 30, 2003
increased  by  approximately  $  145,189 from the comparable period in the prior
year  as  a  result  of  the  aforementioned  decrease  in  income due to 1) the
discontinuing  of  operations of Xtreme Webworks and 2) the increase in overhead
expenses  incurred  during  the  development  stages  of  the  acquired  two new
technologies  3)  the  increase  of  Consulting  Services  and 4)the increase in
interest  income.

LIQUIDITY  AND  CAPITAL  RESOURCES

OVERVIEW.  Even  though the Company sustained a down turn in revenues due to the
tragic  events  of  September  11,  2001  and  the shift in the primary focus to
development  of new technology management believes that the Company will be able
to  meet  it's current and future obligations primarily with their new direction
of  products  and  services  coming  on  line.

As  the  nation  recovers  from  the  events of September 11, 2001 and the brief
economic  down turn since that time, so does the Company recover, and management
believes that the merger and sales of the new technologies will begin to develop
in  the  later  part  of  2003.

In addition, the Company may raise additional capital through the sale of stocks
and/or  other  sources of external liquidity, such as procurements of loans from
related  parties  in  order  to  continue  expansion.

The  Company  has  no  material  commitments for capital expenditures other than
expenditures  it  chooses  to  make  on  an  as-needed  basis

ASSETS  AND  LIABILITIES.

As  of  September 30, 2003, the Company has assets of
approximately  $30,213,  compared  to  $101,972  as  of September 30, 2002.  The
decrease  of  approximately $146,493 was primarily due to a decrease in cash and
equivalents,  a  decrease  in  accounts  receivable  and  a  decrease  in  notes
receivable.  The  Company's  current  liabilities  increased from $544,226 as of
September 30, 2002 to approximately $833,918 as of September 30, 2003.  This was
due  primarily  to  an increase in notes payable due to the decrease in revenues
and  the  increase  in  borrowed  funds  to  continue operations in an effort to
complete a merger or an acquisition to increase income from a new product sales.

STATEMENT  ON  FORWARD-LOOKING  INFORMATION

Certain  information  included herein contains statements that may be considered
forward-looking,  such  as  statement  relating  to  anticipated performance and
financing  sources.  Any  forward-looking  statement  made  by  the  Company
necessarily  is  based  upon  a  number of estimates and assumptions that, while
considered  reasonable  by  the  Company,  is  inherently subject to significant
business,  economic  and  competitive  uncertainties  and contingencies, many of
which  are  beyond  the  control  of the Company, and subject to change.  Actual
results of the Company's operations may vary materially form any forward-looking
statement  made  by  or  on  behalf  of the Company.  Forward-looking statements
should  not  be  regarded as a representation by the Company or any other person
that the forward-looking statements will be achieved.  Undue reliance should not
be  placed  on  any  forward-looking  statements.  Some of the contingencies and
uncertainties to which any forward-looking statement contained herein is subject
include,  but  are  not  limited  to,  those  relating to dependence on existing
management,  Internet  regulation, leverage and debt service, domestic or global
economic  conditions  and  changes  in  federal  or  state  tax  laws  or  the
administration  of  such  laws.


PART  II  -  OTHER  INFORMATION

Item  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)  Exhibits

     Exhibit
     No.       Description
     ---       -----------
     3.1       Articles of Incorporation of Xtreme Companies, Inc. f.k.a. Xtreme
               Webworks  f.k.a.  Shogun  Advertising,  Inc.  (Incorporated  by
               reference  from  Exhibit  3.1 of Form 10SB12G/A filed November 7,
               2000).

     3.2       Bylaws  of  Xtreme  Companies, Inc. f.k.a. Xtreme Webworks f.k.a.
               Shogun  Advertising, Inc. (Incorporated by reference from Exhibit
               3.2  of  Form  10SB12G/A  filed  November  7,  2000).

     Material  Contracts

     NONE

(b)  Reports  on  Form  8-K

      Form  8-K  filed  on  October  9,  2003  concerning  change  in ownership,
agreement  and  plan  of  reorganization  and  resignation  of former directors.



SIGNATURES

In  accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

XTREME  COMPANIES,  INC.
(Name  of  Registrant)

Date:  November  20,  2003      By:  /s/  Kevin  Ryan
                                    --------------------
                                    Kevin  Ryan
                                    Chief Executive Officer and Chairman


CERTIFICATION

In  connection  with  the  Quarterly  Report  of  Xtreme  Companies,  Inc.  (the
"Company")  on  Form 10-Q for the period ending September 30, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I, Don
Bradley,  Chief  Executive  and Chief Financial Officer of the Company, certify,
pursuant  to  18  U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley  Act  of  2002,  that  to  the  best  of  my  knowledge:

     (1)  The  Report  fully  complies with the requirements of section 13(a) or
          15(d)  of  the  Securities  Exchange  Act  of  1934;  and

     (2)  The  information  contained  in  the  Report  fairly  presents, in all
          material  respects the financial condition and results of the Company.

                                            /s/  Kevin  Ryan
Date:  November 20, 2003                   -----------------
                                            Kevin  Ryan
                                            Chief Executive Officer and Chairman

CERTIFICATION  PURSUANT  TO  SECTION  302  OF  THE  SARBANES-OXLEY  ACT  OF 2002

I,  Kevin  Ryan,  certify  that:

1.   I  have reviewed this first quarter report on Form 10Q of Xtreme Companies,
     Inc.;

2.   Based  on  my  knowledge,  this  first  quarter report does not contain any
     untrue  statement  of  a  material  fact  or  omit to state a material fact
     necessary  to make the statements made, in light of the circumstances under
     which  such statements were made, not misleading with respect to the period
     covered  by  this  first  quarter  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this first quarter report, fairly present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of, September 30, 2003 and for, the periods
     presented  in  this  first  quarter  report;

4.   The  registrant's  other  certifying  officers  and  we are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and have: a)
     designed  such  disclosure  controls and procedures to ensure that material
     information  relating  to  the  registrant,  including  its  consolidated
     subsidiaries,  is  made  known  to  us  by  others  within  those entities,
     particularly  during the period in which this first quarter report is being
     prepared;  b)  evaluated  the  effectiveness of the registrant's disclosure
     controls  and  procedures  as  of a date within 90 days prior to the filing
     date  of  this first quarter report ( September 30, 2003); and c) presented
     in this first quarter report our conclusions about the effectiveness of the
     disclosure  controls  and  procedures  based  on  our  evaluation as of the
     September  30,  2003;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):  a)  all  significant deficiencies in the design or
     operation  of  internal  controls  which  could  adversely  affect  the
     registrant's  ability  to  record,  process, summarize and report financial
     data  and  have  identified  for  the  registrant's  auditors  any material
     weaknesses in internal controls; and b) any fraud, whether or not material,
     that  involves management or other employees who have a significant role in
     the  registrant's  internal  controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether there were significant changes in internal controls
     or  in  other  factors  that  could  significantly affect internal controls
     subsequent  to  the  date  of  our  most  recent  evaluation, including any
     corrective  actions  with  regard  to significant deficiencies and material
     weaknesses.


Date:  November  20,  2003

/s/  Kevin  Ryan
     -----------
     Kevin  Ryan
     Chief Executive Officer and Chairman